Note 13 - Commitments and Contingencies

Registration rights. The Company is required to file a registration statement on Form S-3 (or other form then available) covering the resale of the shares of common stock issuable upon exercise of the Closing Warrant, and any Tranche A and Tranche B warrants that may become issuable, no later than November 24, 2026 (180 days after May 28, 2026), and to use commercially reasonable efforts to cause the registration statement to become effective as soon as practicable thereafter and to keep it effective until no such warrants or underlying shares remain outstanding. The TLDA does not provide for cash liquidated damages if the Company fails to timely file or maintain the effectiveness of this registration statement; accordingly, the Company has not recognized a separate liability under the registration payment arrangement guidance in ASC 825-20 with respect to this obligation. The Company will continue to evaluate this conclusion if the terms of the registration obligation change.

Lock-up and resale restrictions. In connection with the TLDA, Manako agreed to a lock-up period with respect to the Closing Warrant shares (and any Tranche A/B warrant shares) ending on the later of six months after issuance or the effective date of the registration statement described above, followed by 24 months of post-lock-up trading restrictions, including a daily volume cap of 10% of average trading volume, a price floor of 120% of the applicable exercise price, and three trading days’ advance notice of sales, subject to customary carve-outs for block trades, permitted affiliate transfers, change-of-control transactions, and Rule 10b5-1 plans. The Company considered this transfer restriction in estimating the grant-date fair value of the Closing Warrant as a marketability discount, consistent with ASC 820-10-35, rather than as a separate unit of account.

Contingent warrants. As described in Note 8 - Capital Stock, the Company may become obligated to issue up to 200,000 additional warrants to Manako (100,000 at $4.50 per share and 100,000 at $5.50 per share) in connection with potential advisory services related to a Company-operated Bittensor subnet. Issuance of these warrants is contingent on the Company’s discretionary decision to pursue that initiative, execution of a statement of work defining Manako’s advisory obligations, and satisfaction of related performance milestones. No liability or equity has been recognized for these contingent warrants as of June 30, 2026.

Indemnification. The TLDA contains mutual indemnification obligations customary for arrangements of this type, subject in each direction to an aggregate liability cap generally equal to two times the amounts paid or payable under the TLDA (subject to certain carve-outs, including for a Manako indemnification obligation related to certain regulatory filing exposure). The Company has not recorded a liability for these indemnification obligations as of June 30, 2026, as no claims have been asserted and no loss is probable and estimable.

Right of first refusal / post-termination distribution rights. Following expiration or termination of the TLDA (other than termination by Manako for cause), the Company’s distribution rights terminate but it retains a right of first refusal on new Territory business opportunities for a period of 12 to 18 months, depending on cumulative Net Revenue generated during the License Term, together with a post-termination continuation license (up to 24 months) to service existing Customer Agreements and a 12-month transition period. These provisions do not currently give rise to a recognizable asset or liability.

From time to time, the Company is subject to various legal proceedings arising in the ordinary course of business, including proceedings for which the Company has insurance coverage. As of the date hereof, the Company is not party to any legal proceedings that it currently believes will have a material adverse effect on the Company's business, financial position, results of operations, or liquidity.